Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ratcliffe Liam
 2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2012		 3. Issuer Name and Ticker or Trading Symbol
ARRAY BIOPHARMA INC [ARRY]
(Last)
(First)
(Middle)
C/O NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10036		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,239,200
I
See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 04/26/2013 04/26/2022 Common Stock 20,000 $ 3.61 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ratcliffe Liam
C/O NEW LEAF VENTURE PARTNERS
7 TIMES SQUARE, SUITE 3502
NEW YORK, NY 10036		   X      

Signatures

/s/ Craig L. Slutzkin as Attorney-in-fact for Liam Ratcliffe 04/30/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Dr. Liam Ratcliffe ("Dr. Ratcliffe") is a limited partner of New Leaf Venture Associates II, L.P. ("NLVA II"), the sole general partner of New Leaf Ventures II, L.P., which is the beneficial owner of 3,239,200 shares of the Issuer's Common Stock. Dr. Ratcliffe, in his capacity as a limited partner of NLVA II, may be deemed to beneficially own the shares reported in this filing. Dr. Ratcliffe disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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